Nestle to buy rest of Israeli foodmaker Osem for $840 million

By Steven Scheer

JERUSALEM (Reuters) - Swiss food giant Nestle (NESN.VX) has agreed to buy out minority shareholders in Israel's largest listed foodmaker Osem (OSEM.TA) for about $840 million (575 million pound), increasing foreign ownership of leading Israeli food producers.

Nestle has invested in Osem for over 20 years and already owns 63.7 percent of the company, Israel's third-largest food maker by sales, competing with market leader Tnuva and Strauss Group (STRS.TA).

China's Bright Food bought control of Tnuva last year for $1.1 billion to gain access to new products and technology.

Nestle offered 3.3 billion shekels ($840.5 million) or 82.5 shekels per share for the Osem shares it does not own, Osem said in a filing to the Tel Aviv Stock Exchange, adding that the deal would value the company at 9.13 billion shekels.

That's well above Wednesday's closing price of 65.71 shekels and higher than an offer of 80 shekels it made to the company in November that led to an agreement in principle to sell.

"Upon completion of the deal ... the company will become a private company that is fully owned by Nestle," Osem said. Following the buyout, Osem shares would be delisted from the Tel Aviv Stock Exchange.

Osem's shares surged on the news and were trading up 22 percent at 80.23 shekels at 1514 GMT. Nestle was down 1.5 percent to 74.05 euros.

Analysts said the timing was right for the deal, since Osem had been trading at historically low multiples, while Nestle typically seeks to hold 100 percent of the firms it owns.

It also gives Nestle more flexibility in its operations, especially in today's tough political and consumer market.

"Food pricing is a sensitive issue, so I am sure that a relatively conservative company like Nestle will be happy to have privacy afforded to it by having full ownership," said Gil Dattner, an analyst who covers Osem for Leumi Capital Markets.

Still, he said, "there's nothing particularly attractive about Israel's food market. It's not growing fast at the moment. The issue of pricing is very sensitive at the moment and regulation has become more difficult."

In 2011, Israelis protested at the high cost of food and other living expenses, and foodmakers responded by lowering prices slightly.

In Switzerland, Vontobel analyst Jean-Philippe Bertschy saw Nestle's move as "a logistical step", noting that the Swiss company had invested in Osem for many years and had been stepping up its stake.

Osem has a current market value of 7.3 billion shekels and produces and sells products including pasta, salad dressings and ice cream under the Nestle and other brand names - comprising about 10 percent of Israel's market. In Europe, Osem is best known for its Tivall line of soy-based meat alternative products.

It has nine factories across Israel and for the first nine months of 2015 it reported a net profit of 294 million shekels on sales of 3.2 billion.

Nestle said in a statement it planned to "continue to partner with Osem management to develop the company".

The deal is subject to approval from Osem's minority shareholders and the company has scheduled a shareholders' meeting for March 17.

(Additional reporting by Ari Rabinovitch and Brenna Hughes Neghaiwi; editing by Jason Neely and Adrian Croft)